RW 1 d26044_rw.txt REQUEST FOR WITHDRAWAL Ted Weitzman 310.552.5057 Fax: 310.552.5001 tweitzman@kl.com June 11, 2001 VIA EDGAR AND COURIER Mr. John Reynolds Special Counsel Assistant Director Office of Small Business 450 Fifth Street, N.W. Washington, DC 20549 Re: Advanced Optics Electronics Inc. - Registration Statement on Form SB-2 File Number 333-51056 Request for Withdrawal Dear Mr. Reynolds: Advanced Optics Electronics Inc. (the "Company") hereby makes application to withdraw its Registration Statement on Form SB-2, File Number 333-51056 (the "Registration Statement"), relating to its common stock, par value $0.001 per share (the "Common Stock"), pursuant to Rule 477 under the Securities Act of 1933, as amended. The Registration Statement was originally filed on December 1, 2000 and Amendment No. 1 thereto was filed on April 25, 2001. The Registration Statement has not been declared effective. The Registrant is requesting withdrawal of the Registration Statement due to the Registrant's inability at this time to proceed with an offering of the securities being registered thereby. No securities were issued or sold pursuant thereto and the Registrant never printed nor distributed a preliminary prospectus. Accordingly, we request that an order granting the withdrawal of the Registration Statement be issued by the Securities and Exchange Commission as soon as possible. If you have any questions regarding this matter, please contact the undersigned at (310) 552-5000. Sincerely, /S/ TED WEITZMAN Ted Weitzman cc: Amanda Gordon Don Rinehart Ed Evangelida Al Pavot Leslie S. Robins John Cousins Leib Orlanski, Esq.